Common use of Delivery of Due Diligence Materials by Seller Clause in Contracts

Delivery of Due Diligence Materials by Seller. To the extent within the possession or control of Seller and within three (3) Business Days following the Effective Date, Seller shall deliver to Buyer or make available to Buyer and Buyer's representatives on a CBRE website for inspection, the documents and materials identified on the attached Exhibit "K" (collectively, the "Due Diligence Items"). In addition, following reasonable prior telephonic or written notice from Buyer, Seller agrees to allow Buyer, its authorized agents or representatives, at Buyer's expense, to inspect and make copies of such other documents and property records relating to the ownership, operation and maintenance of the Property, which are not provided to Buyer as part of the Due Diligence Items and which are reasonably requested by Buyer, at Seller's offices. In addition, Seller shall promptly deliver to Buyer any additional material instruments and documents relating to the Property, except for Excluded Information, that Seller's Representative first discovers or obtains after the Effective Date; provided, however, that neither Seller nor Seller's Representative shall have any obligation whatsoever to undertake any search, investigation or inquiry for any such instruments and documents. Notwithstanding the foregoing, the Due Diligence Items shall not include, and Seller shall not be obligated to provide to Buyer, any confidential or privileged materials, any appraisals or other financial analysis prepared by or on behalf of Seller or any other proprietary materials of Seller (collectively, "Excluded Information". Except as expressly provided herein, Seller makes no representations or warranties regarding the accuracy of the Due Diligence Items or that the Due Diligence Items are complete copies of the same. Buyer acknowledges and understands that all such materials made available by Seller are only for Buyer's convenience in making its own examination and determination prior to the Contingency Date as to whether it wishes to purchase the Property, and, in so doing, Buyer shall, except as expressly provided herein or in any Other Document (defined below) and rely exclusively upon its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller.

Delivery of Due Diligence Materials by Seller. To the extent within the possession or control of Buyer hereby acknowledges and agrees that Seller and within three (3) Business Days following the Effective Date, Seller shall deliver to Buyer or make has made available to Buyer and Buyer's representatives on by means of a CBRE website for inspection, the documents and materials identified on the attached Exhibit "Kfile transfer protocol" (collectively, the "Due Diligence Items"). In addition, following reasonable prior telephonic or written notice from Buyer, Seller agrees FTP) internet site for inspection and right to allow Buyer, its authorized agents or representativescopy, at Buyer's expense, to inspect all original or true and make complete copies of such the most recent environmental studies, site assessments and reports, soils studies, engineering and architectural studies and reports, and surveys, and plans, specifications, maps and other documents and property records similar materials relating to the ownership, operation physical and maintenance environmental condition of the Property, which are not provided Property and any other documents or materials relating to Buyer the Property or as part of the Due Diligence Items and which are reasonably requested required by Buyer, at in Seller's offices. In addition, Seller shall promptly deliver to Buyer any additional material instruments and documents relating to the Property, except for Excluded Information, that Seller's Representative first discovers or obtains after the Effective Datepossession ("Reports"); provided, however, that neither Buyer may request any additional documents from Seller nor to the extent such documents are within the possession of Seller's Representative shall have any obligation whatsoever to undertake any search, investigation or inquiry for any such instruments and documents. Notwithstanding the foregoing, the Due Diligence Items shall not include, and Seller shall not be obligated to provide to Buyer, any confidential or privileged materials, any appraisals or other financial analysis prepared by or on behalf of Seller or any other proprietary materials of Seller (collectively, "Excluded Information". Except as expressly provided herein, Seller makes no representations or warranties regarding the accuracy of the Due Diligence Items Reports or that the Due Diligence Items Reports are complete copies of the same. Buyer acknowledges and understands that all such materials made available by Seller are only for Buyer's convenience in making its own examination and determination prior to the Contingency Date as to whether it wishes to purchase the Property, and, in so doing, Buyer shallshall rely exclusively upon its own independent investigation and evaluation of every aspect of the Property and not on any materials made available by Seller (including the Due Diligence Items). Without limiting the generality of the foregoing, except prior to the Effective Date, Seller also made available to Buyer, including by means of such file transfer protocol (FTP) internet site, for review and copying, at Buyer's expense, the following due diligence items to the extent in the possession of Seller (together with the Reports, collectively, "Due Diligence Items") which shall be original or true copies, to the extent in the possession of Seller: (a) any plans and specifications for the Property, (b) copies of all service contracts or service agreements relating to the operation and maintenance of the Property to which Seller is a party, including, without limitation, the service contracts set forth on Exhibit "J" hereto (but expressly excluding any contracts Seller determines are "master contracts" affecting the Property and other properties) (collectively, the "Contracts"); (c) property tax bills for the last two (2) fiscal tax years if the Property has been owned by Seller for more than two (2) years, and the property tax xxxx for the current year to the extent in the possession of Seller; (d) operating statements for the Property for the last two (2) calendar years and the current year-to-date; (e) any existing ALTA survey (f) any licenses and permits; and (g) prior design plans and reports. Buyer acknowledges and understands that all such materials made available by Seller are only for Buyer's convenience in making its own examination and determination as expressly provided herein or to whether it wishes to purchase the Property, and, in any Other Document (defined below) and so doing, Buyer shall rely exclusively upon its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller. Seller acknowledges that Buyer may desire to discuss or otherwise inquire about matters related to the Property with various governmental entities and utilities and the other Due Diligence Items with such third parties, which contact and discussion has, and shall continue to be coordinated through Seller’s Representative. Commencing on the Effective Date (the and continuing until the Closing Date unless Buyer terminates this Agreement prior thereto, Buyer and its authorized agents, employees, consultants, inspectors, appraisers, engineers, consultants, contractors and prospective tenants, lenders and investors (collectively, the “Buyer’s Consultants”) shall have the right to review and investigate the Due Diligence Items, the physical and environmental condition of the Property, the character, quality, value and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Property, the state of title to the Property, the square footage of the Building and/or Property, and any other factors or matters relevant to Buyer's decision to purchase the Property. Buyer, in Buyer's sole and absolute discretion, may determine whether or not the Property is acceptable to Buyer and whether Buyer can secure appropriate financing thereon. Buyer shall provide Seller with at least one (1) business day prior written (which may be electronic) notice of its desire to enter upon the Real Property for inspection and/or testing and any such inspections or testing shall be conducted at a time and manner reasonably approved by Seller and to minimize disruption or interference with the operation of the Property by Seller. Seller shall have the right to be present at any such inspections or testings. Prior to conducting any inspections or testing, if requested by Seller, Buyer and Buyer’s Consultants, shall deliver to Seller a certificate of insurance naming Seller as an additional insured by endorsement (on a primary, non-contributing basis) evidencing commercial general liability and property damage insurance with limits of not less than Two Million Dollars ($2,000,000.00) in the aggregate for liability coverage and not less than One Million Dollars ($1,000,000.00) in the aggregate for property damage. Notwithstanding the foregoing, Buyer shall not be permitted to undertake any air sampling or any intrusive or destructive testing of the Property, including, without limitation, a "Phase II" environmental assessment (collectively, the "Intrusive Tests"), nor will Buyer be entitled to directly contact or communicate with the RWQCB, EPA or other local, State or Federal agency regarding the environmental condition of the Property other than requests for documentation or records relating to the Property, without in each instance first obtaining Seller's prior written consent thereto, which consent Seller may give or withhold in Seller's sole and absolute discretion. If Seller fails to advise Buyer of its approval of any proposed Intrusive Tests within such one (1) business day period, such failure shall be deemed Seller's disapproval thereof. Buyer shall restore the Property, to the extent reasonably practicable, to its original condition immediately after any and all testing and inspections conducted by or on behalf of Buyer. Buyer hereby indemnifies and holds Seller, the Seller Group (as defined below) and the Property harmless from any and all actions, claims, liabilities, and reasonable out-of-pocket costs, loss, damages or expenses of any nature actually incurred by Seller or liens arising out of or resulting from any entry and/or activities upon the Property by Buyer and/or Buyer's Consultants, to the extent not caused by Seller’s negligence or willful misconduct; provided, however, such obligations shall not be applicable to Buyer's mere discovery of any pre‑existing adverse physical condition at the Property, except to the extent Buyer and/or Buyer's Consultants aggravate such pre-existing condition. Buyer shall at all times keep the Property free and clear of any mechanics’, materialmen’s or design professional’s claims or liens arising out of or relating to its investigations of the Property by Buyer or Buyer's Consultants. Buyer's obligations under this section shall survive the Close of Escrow or any termination of this Agreement.

Delivery of Due Diligence Materials by Seller. To Prior to the extent within the possession or control date of Seller and within three (3) Business Days following the Effective Datethis Agreement, Seller shall deliver to Buyer or make has made available to Buyer and Buyer's representatives on a CBRE website vis-à-vis Seller's online due diligence room relating to the Property, for inspection, the documents Buyer's inspection and materials identified on the attached Exhibit "K" (collectively, the "Due Diligence Items"). In addition, following reasonable prior telephonic or written notice from Buyer, Seller agrees to allow Buyer, its authorized agents or representatives, copying at Buyer's expense, to inspect any environmental studies, soils studies, plans, specifications, maps, past surveys and make copies of such other documents and property records similar materials relating to the ownership, operation physical and maintenance environmental condition of the PropertyProperty ("Reports"), which are not provided to Buyer as part of the Due Diligence Items excluding any confidential or proprietary materials or information (including, without limitation, budgets, financial analyses or projections, appraisal reports, organizational, financial and which are reasonably requested by Buyer, at Seller's offices. In addition, Seller shall promptly deliver to Buyer any additional material instruments and other documents relating to the Property, except for Excluded Information, that Seller's Representative first discovers or obtains after the Effective Date; provided, however, that neither Seller nor Seller's Representative shall have any obligation whatsoever to undertake any search, investigation or inquiry for any such instruments and documents. Notwithstanding the foregoing, the Due Diligence Items shall not include, and Seller shall not be obligated to provide to Buyer, any confidential or privileged materials, any appraisals or other financial analysis prepared by or on behalf of Seller or its affiliates, or any other proprietary materials of Seller (collectively, "Excluded Information"report or studies that have been superseded by subsequent reports or studies). Except as expressly provided herein, Seller makes no representations or warranties regarding the sufficiency, truthfulness, completeness or accuracy of the Due Diligence Items Reports or that the Due Diligence Items Reports are complete copies of the same. Buyer acknowledges and understands that all such materials made available by Seller are only for Buyer's convenience in making its own examination and 753659.08/XXX000000-00001/4-20-16/pjr/pjr -4- Agreement of Purchase and Sale[20333 South Normandie Avenue][Bridge Acquisition, LLC] determination prior to the Contingency Date as to whether it wishes to purchase the Property, and, in so doing, Buyer shall, except as expressly provided herein or in any Other Document (defined below) and shall rely exclusively upon its own independent investigation investigation, verification and evaluation of every aspect of the Property and not on upon any of the Reports or materials supplied by Seller. Without limiting the generality of the foregoing, prior to the date of this Agreement, Seller has also made available vis-à-vis Seller's online due diligence room relating to the Property for review and copying, at Buyer's expense, the following due diligence items (together with the Reports, collectively, "Due Diligence Items"): (i) to the extent in the possession of Seller or Seller's property manager, any plans and specifications for the Property, (ii) copies of all service contracts or service agreements relating to the operation and maintenance of the Property (but expressly excluding any contracts Seller determines are "master contracts" affecting properties other than the Property) (collectively, the "Contracts"); (iii) property tax bills for the last two (2) fiscal tax years (or, if the Property has been owned by Seller for less than two (2) years, for such period of Seller's ownership), and the property tax xxxx for the current year to the extent in the possession of Seller; (iv) operating statements for the Property for the last two (2) calendar years and the current year-to-date; and (v) to the extent in the possession of Seller, any existing ALTA survey. In no event shall Seller be obligated to provide to Buyer any confidential or proprietary information, any appraisal or other valuation information or any documents or information subject to attorney-client privilege or that constitute attorney work product. Seller acknowledges Buyer may desire to discuss or otherwise inquire about matters related to the Property with various governmental entities and utilities and other third parties (the "Third Parties"). In this regard, Buyer is permitted to contact all necessary Third Parties, and discuss Due Diligence Items with such Third Parties (subject to Buyer's confidentiality obligations hereunder and in that certain Confidentiality Agreement dated as of January 6, 2016 and signed by Buyer in connection with its investigations of the Property (the "Confidentiality Agreement")); provided, however, that Buyer shall first provide Seller with written notice and a reasonable opportunity to be present at such contact or discussions at a time and location reasonably convenient to Seller.

Delivery of Due Diligence Materials by Seller. To the extent within the possession or control of Seller and Seller, within three (3) Business Days business days following the Effective DateOpening of Escrow, Seller shall deliver to Buyer or make available (or continue to make available, if applicable) to Buyer and Buyer's ’s representatives on a CBRE website vis-à-vis Seller’s online due diligence room relating to the Property for inspection, the documents Buyer’s inspection and materials identified on the attached Exhibit "K" (collectively, the "Due Diligence Items"). In addition, following reasonable prior telephonic or written notice from Buyer, Seller agrees downloading and/or at Seller’s offices for inspection and right to allow Buyer, its authorized agents or representativescopy, at Buyer's ’s expense, to inspect any environmental studies, soils studies, plans, specifications, maps, past surveys and make copies of such other documents and property records similar materials relating to the ownership, operation physical and maintenance environmental condition of the PropertyProperty (“Reports”), which are not provided to Buyer as part excluding any privileged, confidential or proprietary materials or information (including, without limitation, internal memoranda of the Due Diligence Items Seller, budgets, financial analyses or projections (other than current operating budgets), appraisal reports, organizational, financial and which are reasonably requested by Buyer, at Seller's offices. In addition, Seller shall promptly deliver to Buyer any additional material instruments and other documents relating to the Property, except for Excluded Information, that Seller's Representative first discovers or obtains after the Effective Date; provided, however, that neither Seller nor Seller's Representative shall have any obligation whatsoever to undertake any search, investigation or inquiry for any such instruments and documents. Notwithstanding the foregoing, the Due Diligence Items shall not include, and Seller shall not be obligated to provide to Buyer, any confidential or privileged materials, any appraisals or other financial analysis prepared by or on behalf of Seller or its affiliates, or any other proprietary materials of Seller (collectively, "Excluded Information"report or studies that have been superseded by subsequent reports or studies). Except as expressly provided herein, Seller makes no representations or warranties regarding the sufficiency, truthfulness, completeness or accuracy of the Due Diligence Items Reports or that the Due Diligence Items Reports are complete copies of the same. Buyer acknowledges and understands that all such materials made available by Seller are only for Buyer's ’s convenience in making its own examination and determination prior to the Contingency Date as to whether it wishes to purchase the Property, and, in so doing, Buyer shall, except as expressly provided herein or in any Other Document (defined below) and shall rely exclusively upon its own independent investigation investigation, verification and evaluation of every aspect of the Property and not on upon any of the Reports or materials supplied by Seller. Without limiting the generality of the foregoing, within three (3) business days following the Opening of Escrow, Seller shall also make available (or continue to make available, if applicable) vis-à-vis Seller’s online due diligence room relating to the Property and/or at Seller’s offices for review and copying, at Buyer’s expense, the following due diligence items (together with the Reports, collectively, “Due Diligence Items”): (i) to the extent in the possession of Seller or Seller’s property manager, any plans and specifications and elevator and generator permits for the Property, (ii) copies of all service contracts or service agreements relating to the operation and maintenance of the Property including, without limitation, the service contracts set forth on Exhibit J hereto (but expressly excluding any contracts Seller determines are “master contracts” affecting properties other than the Property, which shall in all circumstances constitute “Disapproved Contracts” (as set forth in Section 4.1.3, below) under this Agreement) (collectively, the “Contracts”); (iii) property tax bills for the last three (3) fiscal tax years (or, if the Property has been owned by Seller for less than three (3) years, for such period of Seller’s ownership), and the property tax xxxx for the current year to the extent in the possession of Seller; (iv) a current operating budget and operating statements for the Property for the last two (2) calendar years and the current year-to-date; (v) to the extent in the possession of Seller, any existing ALTA surveys (unless superseded by the “Updated Surveys,” as that term is defined below); (vi) a rent roll for the Property, dated as of July 1, 2017, and copies of all Leases, together with all amendments, modifications, and supplements thereto, and tenant correspondence that is available onsite at Seller’s offices in hard files; and (viii) a statement of, and information regarding, historical capital expenditures and improvements for the last three (3) calendar years. In no event shall Seller be obligated to provide to Buyer any confidential or proprietary information, any appraisal or other valuation information or any documents or information subject to attorney-client privilege or that constitute attorney work product. Seller acknowledges Buyer may desire to (a) discuss or otherwise inquire about matters related to the Property with various governmental entities and utilities and other third parties, and (b) conduct customary tenant interview with tenants under the Leases (such third parties and tenants under the Leases are, collectively, the “Third Parties”). In this regard, Buyer is permitted to contact all necessary Third Parties, and discuss Due Diligence Items with such Third Parties (subject to Buyer’s confidentiality obligations hereunder); provided, however, that Buyer shall first provide Seller with written notice (which may be made by email) and a reasonable opportunity to be present at such contact or discussions at a time and location reasonably convenient to Seller. With respect to discussions with any tenant, Buyer shall give Seller not less than two (2) business days prior notice of its desire to meet with a certain tenant; (ii) Seller shall arrange the meeting with such tenant, and Buyer shall have no right to contact such tenant directly; (iii) Buyer shall not disclose to any tenant any of the terms or conditions which are set forth in this Agreement; (iv) Seller shall have the right to have a representative present at all times during each meeting with a tenant; and (v) Buyer shall not enter into any agreement with or make any commitment of any nature whatsoever to any tenant that would in any way be binding upon Seller. Notwithstanding anything to the contrary contained herein, Buyer may freely contact and communicate with state, county, and municipal and other governmental and quasi-governmental authorities in connection with publically available information regarding the Property. Seller shall, within one (1) business day following any such upload, but in no event later than one (1) business day prior to the Contingency Date, notify Purchaser (which notification shall be made by e-mail) of any item that is first uploaded to Seller’s online due diligence room or otherwise made available for review at Seller’s offices (to the extent not otherwise uploaded) after the Effective Date or that relates to the Property. Notwithstanding the foregoing, in the event that Seller delivers notice of any new and material Due Diligence Items (“New Due Diligence Items”) to Buyer after the date that is three (3) business days prior to the Contingency Date (the “New Due Diligence Items Date”), the Property Approval Period, as it exclusively applies to such New Due Diligence Items, shall be extended by the number of days after the New Due Diligence Items Date that Seller delivers such New Due Diligence Items.

Delivery of Due Diligence Materials by Seller. To the extent within the possession or control of Seller and within three (3) Business Days following the Effective DateSeller, Seller shall deliver to Buyer or make has made available to Buyer and Buyer's representatives ’s representatives, in Seller’s discretion, at Seller’s offices or on a CBRE website diligence database established by Seller or Seller’s Broker (the “Diligence Database”), which Buyer acknowledges that Buyer has been granted access to, for inspection, the documents inspection and materials identified on the attached Exhibit "K" (collectively, the "Due Diligence Items"). In addition, following reasonable prior telephonic or written notice from Buyer, Seller agrees right to allow Buyer, its authorized agents or representativescopy, at Buyer's ’s expense, to inspect any environmental studies, soils studies, plans, specifications, maps, surveys and make copies of such other documents and property records similar materials relating to the ownership, operation physical and maintenance environmental condition of the Property, which are not provided to Buyer as part of the Due Diligence Items and which are reasonably requested by Buyer, at Seller's officesProperty (“Reports”). In addition, Seller shall promptly deliver to Buyer any additional material instruments and documents relating to the Property, except for Excluded Information, that Seller's Representative first discovers or obtains after the Effective Date; provided, however, that neither Seller nor Seller's Representative shall have any obligation whatsoever to undertake any search, investigation or inquiry for any such instruments and documents. Notwithstanding the foregoing, the Due Diligence Items shall not include, and Seller shall not be obligated to provide to Buyer, any confidential or privileged materials, any appraisals or other financial analysis prepared by or on behalf of Seller or any other proprietary materials of Seller (collectively, "Excluded Information". Except as expressly provided herein, Seller makes no representations or warranties regarding the accuracy of the Due Diligence Items Reports or that the Due Diligence Items Reports are complete copies of the same. Buyer acknowledges and understands that all such materials that have been made available by Seller are only for Buyer's ’s convenience in making its own examination and determination prior to the Contingency Effective Date as to whether it wishes to purchase the Property, and, in so doing, Buyer shall, except as expressly provided herein or in any Other Document (defined below) and rely has relied exclusively upon its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller. Without limiting the generality of the foregoing, Seller has also made or shall make available, in Seller’s discretion, at Seller’s offices, on the Diligence Database, or at the Property for review and copying, at Buyer’s expense, the following due diligence items (together with the Reports, collectively, “Due Diligence Items”): (i) on or prior to the Effective Date, (a) to the extent in the possession of Seller or Seller’s property manager, any plans and specifications for the Property, (b) copies of all service contracts or service agreements relating to the maintenance and operation of the Property including, without limitation, the service contracts set forth on Exhibit “J” hereto (but expressly excluding any contracts Seller determines are “master contracts” affecting other properties in addition to the Property and which will not be assigned to Buyer at Closing) (collectively, the “Contracts”), none of which shall be assigned to or assumed by Buyer; (c) property tax bills for the last three (3) fiscal tax years and the property tax xxxx for the current year to the extent in the possession of Seller; (d) operating statements for the Property for the last three (3) calendar years and the current year-to-date; (e) to the extent in the possession of Seller, any existing ALTA survey; and (f) copies of the Leases; and (ii) following the Effective Date, to the extent in the possession of Seller, any other materials concerning the ownership, maintenance or operation of the Property that are reasonably requested by Buyer (but excluding any materials that Seller is prohibited by applicable contracts or law from disclosing, any attorney-client privileged materials, internal appraisals, internal correspondence, reports and memoranda and similar proprietary or confidential information, and any materials that are not directly related to the current maintenance and/or management of the Property such as, without limitation, Seller’s financial projections, forecasts, budgets and company tax records). Seller shall have no liability or responsibility with respect to the accuracy or completeness of the information and/or materials included in the Due Diligence Items. Seller acknowledges Buyer has or may discuss or otherwise inquire about matters related to the Property with various governmental entities and utilities and the other Due Diligence Items with tenants under the Leases and other third parties. In this regard, Buyer is permitted to contact all necessary third parties, and discuss with such third parties Due Diligence Items; provided, however, Seller is first given written or telephonic notice and a reasonable opportunity to be present at such contact or discussions at a time and location reasonably convenient to Seller. Buyer hereby acknowledges and agrees that (i) Buyer has had the opportunity to review and investigate the Due Diligence Items, the physical and environmental condition of the Property, the character, quality, value and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Property, the state of title to the Property, and any other factors or matters relevant to Buyer’s decision to purchase the Property, and (ii) Buyer has determined that the Property is acceptable to Buyer. Notwithstanding the foregoing, until Closing, Buyer shall continue to have access to the Property, subject to the terms and conditions set forth in this Section 4.1. Buyer shall provide Seller with at least two (2) business days’ prior written notice (which notice may be delivered to Seller’s Representative by e-mail at xxxxx.xxxxx@xx.xxx) of its desire to enter upon the Real Property for inspection and/or testing and any such inspections or testing shall be conducted at a time and manner reasonably approved by Seller and to minimize disruption or interference with any tenants. Prior to conducting any inspection or testing, Buyer or its testing consultants, as applicable, shall deliver to Seller a certificate of insurance naming Seller as additional insured (on a primary, noncontributing basis) evidencing commercial general liability and property damage insurance with limits of not less than Two Million Dollars ($2,000,000) in the aggregate for liability coverage and not less than One Million Dollars ($1,000,000) in the aggregate for property damage. Notwithstanding the foregoing, Buyer shall not be permitted to undertake any air sampling or any intrusive or destructive testing of the Property, including, without limitation, a “Phase II” environmental assessment (collectively, the “Intrusive Tests”), without in each instance first obtaining Seller’s prior written consent thereto, which consent Seller may give or withhold in Seller’s sole and absolute discretion. Seller, and its representatives, agents, and/or contractors shall have the right to be present during any such Intrusive Test. If Seller fails to advise Buyer of its disapproval of any proposed Intrusive Tests within such two (2) business day period, such failure shall be deemed Seller’s disapproval thereof. Buyer hereby agrees to request any and all of its vendors and consultants (a) to include a provision in its report or study that entitles Seller and its designee to rely upon such report, but only if such language is acceptable to such vendor or consultant and available at no cost to Buyer, and (b) to provide to Seller, concurrently with the delivery to Buyer, a true and complete copy of all tests, reports, studies and the like generated by such vendor in connection with Buyer’s inspection of the Property, without warranty by Buyer. Buyer hereby indemnifies and holds Seller and the Property harmless from any and all costs, loss, damages or expenses of any kind or nature arising out of or resulting from any entry and/or activities upon the Property by Buyer and/or Buyer’s consultants; provided, however, such indemnification obligation shall not be applicable to Buyer’s mere discovery of any adverse physical condition at the Property, except to the extent Buyer or its consultants aggravate such condition, or any damage caused by Seller or its agents. Buyer’s indemnification obligations under this section shall survive the Close of Escrow or any termination of this Agreement.

Delivery of Due Diligence Materials by Seller. To the extent within the possession or control of Seller and within three (3) Business Days following the Effective Datenot previously delivered or made available to Buyer, Seller shall deliver to Buyer or make available to Buyer and Buyer's representatives ’s representatives, in Seller’s discretion, at Seller’s property management office, the Property or on a CBRE website diligence database established by Seller or Seller’s Broker (the “Diligence Database”), which Buyer acknowledges that Buyer has been granted access to, for inspection, the documents inspection and materials identified on the attached Exhibit "K" (collectively, the "Due Diligence Items"). In addition, following reasonable prior telephonic or written notice from Buyer, Seller agrees right to allow Buyer, its authorized agents or representativescopy, at Buyer's ’s expense, to inspect any environmental studies, soils studies, plans, specifications, maps, surveys and make copies of such other documents and property records similar materials relating to the ownership, operation physical and maintenance environmental condition of the Property, which are not provided to Buyer as part of the Due Diligence Items and which are reasonably requested by Buyer, at Seller's officesProperty (“Reports”). In addition, Seller shall promptly deliver to Buyer any additional material instruments and documents relating to the Property, except for Excluded Information, that Seller's Representative first discovers or obtains after the Effective Date; provided, however, that neither Seller nor Seller's Representative shall have any obligation whatsoever to undertake any search, investigation or inquiry for any such instruments and documents. Notwithstanding the foregoing, the Due Diligence Items shall not include, and Seller shall not be obligated to provide to Buyer, any confidential or privileged materials, any appraisals or other financial analysis prepared by or on behalf of Seller or any other proprietary materials of Seller (collectively, "Excluded Information". Except as expressly provided herein, Seller makes no representations or warranties regarding the accuracy of the Due Diligence Items Reports or that the Due Diligence Items Reports are complete copies of the same. Buyer acknowledges and understands that all such materials made available by Seller are only for Buyer's ’s convenience in making its own examination and determination prior to the Contingency Date Deadline as to whether it wishes to purchase the Property, and, in so doing, Buyer shall, except as expressly provided herein or in any Other Document (defined below) and shall rely exclusively upon its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller. Without limiting the generality of the foregoing, to the extent within the possession of Seller and not previously delivered or made available to Buyer, Seller shall also make available, in Seller’s discretion, at Seller’s property management office, on the Diligence Database, or at the Property for review and copying, at Buyer’s expense, the following due diligence items (together with the Reports, collectively, “Due Diligence Items”) at any time after Opening of Escrow: (a) any plans and specifications for the Property, (b) copies of all service contracts or service agreements relating to the maintenance and operation of the Property including the service contracts set forth on Exhibit “J” hereto (but expressly excluding any contracts Seller determines are “master contracts” affecting other properties in addition to the Property and which will not be assigned to Buyer at Closing) (collectively, the “Contracts”); (c) property tax bills for the last two (2) fiscal tax years and the property tax xxxx for the current year; (d) operating statements for the Property for the last two (2) calendar years and the current year-to-date; (e) the Existing Surveys, and (f) copies of Leases and all tenant letter correspondence and files with respect to the Leases (but excluding any materials that Seller is prohibited by applicable contracts or law from disclosing, any attorney-client privileged materials, internal correspondence, reports and memoranda and similar proprietary or confidential information). Seller makes no representations regarding, and shall have no liability or responsibility with respect to, the accuracy or completeness of the information and/or materials included in the Due Diligence Items or the Reports. Seller acknowledges Buyer may desire to discuss or otherwise inquire about matters related to the Property with various governmental entities and utilities and the other Due Diligence Items with tenants under the Leases and other third parties. In this regard, Buyer is permitted to contact all necessary third parties, and discuss with such third parties Due Diligence Items; provided, however, Seller is first given written or telephonic notice and a reasonable opportunity to be present at such contact or discussions at a time and location reasonably convenient to Seller. Between the Effective Date and the Contingency Deadline (the “Property Approval Period”), Buyer shall have the right to review and investigate the Due Diligence Items, the physical and environmental condition of the Property, the character, quality, value and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Property, the state of title to the Property, and any other factors or matters relevant to Buyer’s decision to purchase the Property. Buyer, in Buyer’s sole and absolute discretion, may determine whether or not the Property is acceptable to Buyer within the Property Approval Period. Buyer shall provide Seller with at least two (2) business days’ prior written notice of its desire to enter upon the Real Property for inspection and/or testing and any such inspections or testing shall be conducted at a time and manner reasonably approved by Seller and to minimize disruption or interference with any tenants. Prior to conducting any inspection or testing, Buyer or its testing consultants, as applicable, shall deliver to Seller a certificate of insurance naming Seller as additional insured (on a primary, non-contributing basis) evidencing commercial general liability and property damage insurance with limits of not less than One Million Dollars ($1,000,000) in the aggregate for liability coverage and not less than One Million Dollars ($1,000,000) in the aggregate for property damage. Notwithstanding the foregoing, Buyer shall not be permitted to undertake any air sampling or any intrusive or destructive testing of the Property, including a “Phase II” environmental assessment (collectively, the “Intrusive Tests”), without in each instance first (i) providing Seller with a detailed work plan identifying the applicable consultant and the type and specific locations of all proposed testing, and (ii) obtaining Seller’s prior written consent thereto, which consent Seller may give or withhold in Seller’s sole and absolute discretion. Seller, and its representatives, agents, and/or contractors shall have the right to be present during any entry on the Real Property by Buyer or its representatives or consultants or any such Intrusive Test. If Seller fails to advise Buyer of its disapproval of any proposed Intrusive Tests within such two (2) business day period, such failure shall be deemed Seller’s disapproval thereof. Buyer shall make commercially reasonable efforts to require any and all of its vendors and consultants (a) to include a provision in its report or study that entitles Seller and its designee to rely upon such report, and (b) to provide to Seller, concurrently with the delivery to Buyer, a true and complete copy of all tests, reports, studies and the like generated by such vendor in connection with Buyer’s inspection of the Property. All work and activities conducted on the Real Property by Buyer or its representatives, vendors or consultants pursuant to this Section 4.1.1 shall be conducted in accordance with applicable law. Buyer hereby indemnifies and holds Seller, the Seller Group (as defined below) and the Property harmless from any and all costs, loss, damages or expenses of any kind or nature arising out of or resulting from any entry and/or activities upon the Property by Buyer and/or Buyer’s representatives, vendors and consultants; provided, however, such indemnification obligation shall not be applicable to Buyer’s mere discovery of any adverse physical condition at the Property, except to the extent Buyer or its representatives, vendors or consultants aggravate such condition. Buyer’s indemnification obligations under this Section 4.1.1 shall survive the Close of Escrow or any termination of this Agreement.

Delivery of Due Diligence Materials by Seller. To the extent within the immediate possession or control of Seller and within three (3) Business Days following the Effective Dateor Seller’s property manager, Seller shall deliver to Buyer or make available to Buyer and Buyer's representatives at Seller's offices, at the Property or on a CBRE website diligence database established by Seller (the “Diligence Database”), for inspection, the documents inspection and materials identified on the attached Exhibit "K" (collectively, the "Due Diligence Items"). In addition, following reasonable prior telephonic or written notice from Buyer, Seller agrees right to allow Buyer, its authorized agents or representativescopy, at Buyer's expense, to inspect any environmental studies, soils studies, plans, specifications and make copies of such other documents and property records similar materials relating to the ownership, operation physical and maintenance environmental condition of the Property, which are not provided to Buyer as part of the Due Diligence Items and which are reasonably requested by Buyer, at Seller's offices. In addition, Seller shall promptly deliver to Buyer any additional material instruments and documents relating to the Property, except for Excluded Information, that Seller's Representative first discovers or obtains after the Effective Date; provided, however, that neither Seller nor Seller's Representative shall have any obligation whatsoever to undertake any search, investigation or inquiry for any such instruments and documents. Notwithstanding the foregoing, the Due Diligence Items shall not include, and Seller shall not be obligated to provide to Buyer, any confidential or privileged materials, any appraisals or other financial analysis prepared by or on behalf of Seller or any other proprietary materials of Seller Property (collectively, "Excluded InformationReports"). Except as otherwise expressly provided hereinset forth in this Agreement, Seller makes no representations or warranties regarding the accuracy of the Due Diligence Items Reports or that the Due Diligence Items Reports are complete copies of the same. Buyer acknowledges and understands that all such materials made available by Seller are only for Buyer's convenience in making its own examination and determination prior to the Contingency Date Deadline as to whether it wishes to purchase the Property, and, in so doing, Buyer shall, except as expressly provided herein or in any Other Document (defined below) and shall rely exclusively upon its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller. Without limiting the generality of the foregoing, Seller shall also make available, in Seller’s discretion, at Seller's offices, on the Diligence Database, or at the Property for review and copying, at Buyer's expense, the following due diligence items (together with the Reports, collectively, "Due Diligence Items") at any time after Opening of Escrow, to the extent in the immediate possession of Seller or Seller’s property manager: (a) to the extent in the possession of Seller, any plans and specifications for the Property, (b) copies of all service contracts or service agreements relating to the maintenance and operation of the Property including the service contracts set forth on Exhibit "J" hereto (but expressly excluding any contracts Seller determines are "master contracts" affecting other properties in addition to the Property and which will not be assigned to Buyer at Closing) (collectively, the "Contracts"); (c) property tax bills for the last two (2) fiscal tax years and the property tax xxxx for the current year to the extent in the possession of Seller; and (d) any other documents described in Exhibit “M” attached hereto. Except as otherwise expressly set forth in this Agreement, Seller makes no representations regarding, and shall have no liability or responsibility with respect to, the accuracy or completeness of the information and/or materials included in the Due Diligence Items. Seller acknowledges Buyer may desire to discuss or otherwise inquire about matters related to the Property with various governmental entities and utilities and the other Due Diligence Items with tenants under the Leases and other third parties. In this regard, Buyer is permitted to contact all necessary third parties, and discuss with such third parties Due Diligence Items; provided, however, that (i): with respect to third parties that are not governmental entities, Seller is first given written (which may be electronic) notice or telephonic notice and a reasonable opportunity to be present at such contact or discussions at a time and location reasonably convenient to Seller, and (ii) with respect to third parties who are governmental entities, Seller shall meet with Buyer to understand the questions and concerns of Buyer that are best answered by such governmental entities and, to the extent that in Seller’s good faith and commercially reasonable opinion such questions and/or concerns are appropriate subject matter for a conversation with a governmental entity, shall diligently seek to meet with the relevant governmental authorities and obtain answers or requested information from such authorities and relay the results thereof to Buyer (or Buyer’s consultants with respect to matters such as the preparation of a Phase I Environmental Report). Between the Effective Date and the Contingency Deadline (the "Property Approval Period"), Buyer shall have the right to review and investigate the Due Diligence Items, the physical and environmental condition of the Property, the character, quality, value and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Property, the state of title to the Property, and any other factors or matters relevant to Buyer's decision to purchase the Property. Buyer, in Buyer's sole and absolute discretion, may determine whether or not the Property is acceptable to Buyer within the Property Approval Period and whether Buyer can secure appropriate financing thereon. Buyer shall provide Seller with at least one (1) business day’s prior written notice of its desire to enter upon the Real Property for inspection and/or testing and any such inspections or testing shall be conducted at a time and manner reasonably approved by Seller and to minimize disruption or interference with any tenants. Prior to conducting any inspection or testing, Buyer or its testing consultants, as applicable, shall deliver to Seller a certificate of insurance naming Seller as additional insured (on a primary, non-contributing basis) evidencing commercial general liability and property damage insurance with limits of not less than Two Million Dollars ($2,000,000) in the aggregate for liability coverage and not less than One Million Dollars ($1,000,000) in the aggregate for property damage. Notwithstanding the foregoing, Buyer shall not be permitted to undertake any air sampling or any intrusive or destructive testing of the Property, including a "Phase II" environmental assessment (collectively, the "Intrusive Tests"), without in each instance first (i) providing Seller with a detailed work plan identifying the applicable consultant and the type and specific locations of all proposed testing, and (ii) obtaining Seller's prior written consent thereto, which consent Seller may give or withhold in Seller's sole and absolute discretion (provided that such consent shall not be unreasonably withheld if the results of the Phase I Report, a copy of which Phase I Report shall have been delivered to Seller), recommends further testing). Seller, and its representatives, agents, and/or contractors shall have the right to be present during any entry on the Real Property by Buyer or its representatives or consultants or any such Intrusive Test. If Seller fails to advise Buyer of its disapproval of any proposed Intrusive Tests within such two (2) business day period, such failure shall be deemed Seller's disapproval thereof. All work and activities conducted on the Real Property by Buyer or its representatives, vendors or consultants pursuant to this Section 4.1.1 shall be conducted in accordance with applicable law. Buyer hereby indemnifies and holds Seller, the Seller Group (as defined below) and the Property harmless from any and all costs, loss, damages or expenses of any kind or nature arising out of or resulting from any entry and/or activities upon the Property by Buyer and/or Buyer's representatives, vendors and consultants; provided, however, such indemnification obligation shall not be applicable to Buyer's mere discovery of any adverse physical condition at the Property, except to the extent Buyer or its representatives, vendors or consultants aggravate such condition following the initial discovery of the same. Buyer's indemnification obligations under this Section 4.1.1 shall survive the Close of Escrow or any termination of this Agreement.

Delivery of Due Diligence Materials by Seller. To the extent not previously made available to Buyer, and to the extent within the possession or control of Seller and Seller, within three one (31) Business Days business day following the Effective Date, Seller shall deliver to Buyer or make available to Buyer and Buyer's ’s representatives on a CBRE website for inspection, the documents and materials identified on the attached Exhibit "K" (collectively, the "Due Diligence Items"). In addition, following reasonable prior telephonic or written notice from Buyer, Seller agrees to allow Buyer, its authorized agents or representatives, at Buyer's expense, to inspect and make copies of such other documents and property records relating to the ownership, operation and maintenance of the Property, which are not provided to Buyer as part of the Due Diligence Items and which are reasonably requested by Buyer, at vis-à-vis Seller's offices. In addition, Seller shall promptly deliver to Buyer any additional material instruments and documents ’s online due diligence room relating to the Property, except for Excluded InformationBuyer’s inspection and copying at Buyer’s sole expense, that and/or at Seller's Representative first discovers or obtains after the Effective Date; provided’s offices for Buyer’s inspection and right to copy at Buyer’s expense, however(i) any final environmental studies (including, that neither Seller nor Seller's Representative shall have any obligation whatsoever to undertake any search, investigation or inquiry for any such instruments and documents. Notwithstanding the foregoingwithout limitation, the most recent Phase I and Phase II reports, if any), soils studies, plans, specifications, maps, past surveys and other similar materials relating to the physical and environmental condition of the Property (“Reports”), excluding any report or studies that have been superseded by subsequent reports or studies provided to Buyer, (ii) copies of all “Contracts” (as that term is defined in Section 4.1.3 below), and (iii) the additional due diligence items set forth on Exhibit H attached hereto (together with the Reports and Contracts, collectively, the “Due Diligence Items Items”). In no event shall not include, and Seller shall not be obligated to provide to Buyer, Buyer any confidential or privileged materials, any appraisals or other financial analysis prepared by or on behalf of Seller proprietary information or any other proprietary materials documents or information which is subject to attorney-client privilege or that constitute attorney-client work product. All Due Diligence Items shall be kept confidential by Buyer pursuant to the terms of Seller (collectively, "Excluded Information"Section 20 below. Except as expressly provided hereinset forth in Section 11 of this Agreement, Seller makes no representations or warranties regarding the sufficiency, truthfulness, completeness (except as set forth in Section 11.9 of this Agreement) or accuracy of the any Due Diligence Items or that the Due Diligence Items are complete copies of the same. Buyer acknowledges and understands that all such materials made available by Seller are only for Buyer's ’s convenience in making its own examination and determination prior to the Contingency Date as to whether it wishes to purchase the Property, and, in so doing, Buyer shall, except as expressly provided herein or in any Other Document (defined below) and shall rely exclusively upon the Seller’s express representations and warranties set forth in Section 11 hereof and upon its own independent investigation investigation, verification and evaluation of every aspect of the Property and not on upon any of the Reports or materials supplied by Seller. Seller acknowledges Buyer may desire to discuss or otherwise inquire about matters related to the Property with various governmental entities and utilities (such parties are referred to herein, collectively, as the “Third Parties”). In this regard, Buyer is permitted to contact all necessary Third Parties, and discuss Due Diligence Items with such Third Parties (subject to Buyer’s confidentiality obligations hereunder); provided, however, that Buyer shall first provide Seller with written or telephonic notice and a reasonable opportunity to be present at such contact or discussions at a time and location reasonably convenient to Seller.

Delivery of Due Diligence Materials by Seller. To the extent within the immediate possession or control of Seller and within three (3) Business Days following the Effective Dateor Seller’s property manager, Seller shall deliver to Buyer or make available to Buyer and Buyer's representatives at Seller's offices, at the Property or on a CBRE website for inspection, the documents and materials identified on the attached Exhibit "K" diligence database established by Seller (collectively, the "Due Diligence ItemsDatabase"). In addition, following reasonable prior telephonic or written notice from Buyer, Seller agrees for inspection and right to allow Buyer, its authorized agents or representativescopy, at Buyer's expense, to inspect any environmental studies, soils studies, plans, specifications and make copies of such other documents and property records similar materials relating to the ownership, operation physical and maintenance environmental condition of the Property, which are not provided to Buyer as part of the Due Diligence Items and which are reasonably requested by Buyer, at Seller's offices. In addition, Seller shall promptly deliver to Buyer any additional material instruments and documents relating to the Property, except for Excluded Information, that Seller's Representative first discovers or obtains after the Effective Date; provided, however, that neither Seller nor Seller's Representative shall have any obligation whatsoever to undertake any search, investigation or inquiry for any such instruments and documents. Notwithstanding the foregoing, the Due Diligence Items shall not include, and Seller shall not be obligated to provide to Buyer, any confidential or privileged materials, any appraisals or other financial analysis prepared by or on behalf of Seller or any other proprietary materials of Seller Property (collectively, "Excluded InformationReports"). Except as otherwise expressly provided hereinset forth in this Agreement, Seller makes no representations or warranties regarding the accuracy of the Due Diligence Items Reports or that the Due Diligence Items Reports are complete copies of the same. Buyer acknowledges and understands that all such materials made available by Seller are only for Buyer's convenience in making its own examination and determination prior to the Contingency Date Deadline as to whether it wishes to purchase the Property, and, in so doing, Buyer shall, except as expressly provided herein or in any Other Document (defined below) and shall rely exclusively upon its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller. Without limiting the generality of the foregoing, Seller shall also make available, in Seller’s discretion, at Seller's offices, on the Diligence Database, or at the Property for review and copying, at Buyer's expense, the following due diligence items (together with the Reports, collectively, "Due Diligence Items") at any time after Opening of Escrow, to the extent in the possession of Seller or Seller’s property manager: (a) any plans and specifications for the Property, (b) copies of all service contracts or service agreements relating to the maintenance and operation of the Property including the service contracts set forth on Exhibit "J" hereto (but expressly excluding any contracts Seller determines are "master contracts" affecting other properties in addition to the Property and which will not be assigned to Buyer at Closing) (collectively, the "Contracts"); (c) property tax bills for the last two (2) fiscal tax years and the property tax bxxx for the current year to the extent in the possession of Seller; and (d) any other documents described in Exhibit “M” attached hereto. Except as otherwise expressly set forth in this Agreement, Seller makes no representations regarding, and shall have no liability or responsibility with respect to, the accuracy or completeness of the information and/or materials included in the Due Diligence Items. Seller acknowledges Buyer may desire to discuss or otherwise inquire about matters related to the Property with various governmental entities and utilities and the other Due Diligence Items with other third parties. In this regard, Buyer is permitted to contact all necessary governmental entities, utilities and third parties, and discuss with such parties the Due Diligence Items; provided, however, that (i): Seller is first given written (which may be electronic) notice or telephonic notice and a reasonable opportunity to be present at such contact or discussions at a time and location reasonably convenient to Seller, and (ii) Buyer’s communication with governmental entities shall be limited to the Due Diligence Items and any Buyer communication with governmental entities regarding the processing of Subdivision Map shall be subject to the provisions of Section 3.2.3(c) above. Between the Effective Date and the Contingency Deadline (the "Property Approval Period"), Buyer shall have the right to review and investigate the Due Diligence Items, the physical and environmental condition of the Property, the character, quality, value and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Property, the state of title to the Property, and any other factors or matters relevant to Buyer's decision to purchase the Property. Buyer, in Buyer's sole and absolute discretion, may determine whether or not the Property is acceptable to Buyer within the Property Approval Period. Buyer shall provide Seller with at least one (1) business day’s prior written notice of its desire to enter upon the Real Property for inspection and/or testing and any such inspections or testing shall be conducted at a time and manner reasonably approved by Seller and to minimize disruption or interference with any tenants. Prior to conducting any inspection or testing, Buyer or its testing consultants, as applicable, shall deliver to Seller a certificate of insurance naming Seller as additional insured (on a primary, non-contributing basis) evidencing commercial general liability and property damage insurance with limits of not less than Two Million Dollars ($2,000,000) in the aggregate for liability coverage and not less than One Million Dollars ($1,000,000) in the aggregate for property damage. Notwithstanding the foregoing, Buyer shall not be permitted to undertake any air sampling or any intrusive or destructive testing of the Property, including a "Phase II" environmental assessment (collectively, the "Intrusive Tests"), without in each instance first (i) providing Seller with a detailed work plan identifying the applicable consultant and the type and specific locations of all proposed testing, and (ii) obtaining Seller's prior written consent thereto, which consent Seller may give or withhold in Seller's sole and absolute discretion (provided that such consent shall not be unreasonably withheld if the results of the Phase I Report, a copy of which Phase I Report shall have been delivered to Seller, recommends further testing). Seller, and its representatives, agents, and/or contractors shall have the right to be present during any entry on the Real Property by Buyer or its representatives or consultants or any such Intrusive Test. If Seller fails to advise Buyer of its disapproval of any proposed Intrusive Tests within such two (2) business day period, such failure shall be deemed Seller's disapproval thereof. All work and activities conducted on the Real Property by Buyer or its representatives, vendors or consultants pursuant to this Section 4.1.1 shall be conducted in accordance with applicable law. Buyer hereby indemnifies and holds Seller and the Seller Group (as defined below) harmless from any and all costs, loss, damages or expenses of any kind or nature arising out of or resulting from any entry and/or activities upon the Property by Buyer and/or Buyer's representatives, vendors and consultants; provided, however, such indemnification obligation shall not be applicable to Buyer's mere discovery of any adverse physical condition at the Property, except to the extent Buyer or its representatives, vendors or consultants aggravate such condition following the initial discovery of the same. Buyer's indemnification obligations under this Section 4.1.1 shall survive each Closing or any termination of this Agreement.